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1875
Lawrence Street, Suite 300 Main (800) 955-9988 Fax (303) 534-5627
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April 29, 2020
Via E-MAIL AND EDGAR
Valerie Lithotomos
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Lauren Hamilton
U.S. Securities and Exchange Commission
Division of Investment Management, Disclosure Review Office
3 World Financial Center
New York, NY 10281
| Re: | Comment/Response Letter for Proposed Reorganizations of various series of ICON Funds into SCM Trust (File Nos. 333-176060 and 811-05617) (the “Registrant”). |
Dear Mses. Lithotomos and Hamilton:
On behalf of the Registrant this letter provides responses to the most recent comments Ms. Hamilton provided to the two prospectus/proxy registration statements of the Registrant on Form N-14 filed with the SEC on April 27, 2020 (Accession Nos. 0001398344-20-008462 and 0001398344-20-008456), and to the Rule 485(a) filing of the Registrant on Form N-1A filed with the SEC on April 27, 2020 (Accession No. 0001398344-20-008467).
| 1. | Comment: Please add an independent auditor’s consent in an amendment to the Rule 485(a) filing, marked to show any changes. |
Response: The auditor’s consent has been included in an amendment to the filing, which is marked to show any changes.
| 2. | Comment: In the Combined N-14, please review and update as necessary the Capitalization Table for the Institutional Class Shares of the ICON Equity Income Fund in a Rule 497 filing. |
Response: The following updated capitalization table will be included in a Rule 497 filing:
| ICON Equity Income Fund - Class S Shares | ICON Risk-Managed Balanced Fund - Class S Shares | Pro Forma Adjustments | ICON Equity Income Fund - Institutional Shares | |||||||||||||
| Net Assets | $ | 34,529,279 | $ | 6,122,326 | $ | - | $ | 40,651,605 | ||||||||
| Shares Outstanding | 2,567,233 | 475,705 | (20,514 | ) | 3,022,424 | |||||||||||
| Net Asset Value Per Share | $ | 13.45 | $ | 12.87 | $ | 13.45 | ||||||||||
| 3. | Comment: In the Combined N-14, on page 44 correct the expected portfolio turnover reference to the applicable Fund for the C.2 Reorganization in a Rule 497 filing. |
Response: The reference will be changed to the ICON Equity Income Fund in a Rule 497 filing.
| 4. | Comment: Please review the Fee Tables in the Combined N-14 in light of the updated Capitalization Tables dated 3/31/2020 and make any required adjustments in a Rule 497 filing. |
Response: The Registrant confirms there will be adjustments to the Fee Tables, and such adjustments will be made in a Rule 497 filing.
Should you have any questions concerning the above, please call the undersigned at (303) 228-8983.
Very truly yours,
/s/ Gregory T. Pusch
Gregory T. Pusch
General Counsel (Shelton Capital Management)
& CCO (SCM Trust and Shelton Capital Management)
| Cc: | Peter H. Schwartz, Esq. (Counsel to the Registrant) |
Davis Graham & Stubbs LLP
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